Amended And Restated Securityholders Agreement Sample Contracts

AP Gaming Holdco, Inc. – FORM OF AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and Among APOLLO GAMING HOLDINGS, L.P., AP GAMING VOTECO, LLC, PLAYAGS, INC. (F/K/a AP GAMING HOLDCO, INC.) and the Other HOLDERS That Are Parties Hereto DATED AS OF [*] (December 19th, 2017)

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of [*] (this Agreement), by and among APOLLO GAMING HOLDINGS, L.P., a Delaware limited partnership (the Apollo Holder), AP GAMING VOTECO, LLC, a Delaware limited liability company (VoteCo), and each other HOLDER that is a party hereto or who may become party to this Agreement from time to time in accordance with the provisions herein, and PLAYAGS, INC., a Nevada corporation, and formerly known as AP Gaming Holdco, Inc. (the Company), amends and restates in its entirety the Securityholders Agreement, dated as of April 28, 2014 (the Original Agreement), by and among the Apollo Holder, VoteCo, the Company and the other Holders thereto.

Presidio, Inc. – Amended and Restated Securityholders Agreement (March 15th, 2017)

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this Agreement), dated as of March 15, 2017, by and among Presidio, Inc. (f/k/a Aegis Holdings, Inc.), a Delaware corporation (the Company), and each holder of Securities of the Company that is a party hereto or who may become party to this Agreement from time to time in accordance with the provisions herein (collectively, the Holders), amends and restates in its entirety the Securityholders Agreement, dated as of February 2, 2015 (the Original Agreement), by and among the Company and the Holders.

Presidio, Inc. – Form of Amended and Restated Securityholders Agreement (February 27th, 2017)

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this Agreement), dated as of [], 2017, by and among Presidio, Inc. (f/k/a Aegis Holdings, Inc.), a Delaware corporation (the Company), and each holder of Securities of the Company that is a party hereto or who may become party to this Agreement from time to time in accordance with the provisions herein (collectively, the Holders), amends and restates in its entirety the Securityholders Agreement, dated as of February 2, 2015 (the Original Agreement), by and among the Company and the Holders.

Presidio, Inc. – Form of Amended and Restated Securityholders Agreement (February 16th, 2017)

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this Agreement), dated as of [], 2017, by and among Presidio, Inc. (f/k/a Aegis Holdings, Inc.), a Delaware corporation (the Company), and each holder of Securities of the Company that is a party hereto or who may become party to this Agreement from time to time in accordance with the provisions herein (collectively, the Holders), amends and restates in its entirety the Securityholders Agreement, dated as of February 2, 2015 (the Original Agreement), by and among the Company and the Holders.

Laureate Education – Amended and Restated Securityholders Agreement Dated as of February 6, 2017 Among Wengen Alberta, Limited Partnership, Laureate Education, Inc. And the Other Parties Hereto (February 6th, 2017)

This Amended and Restated Securityholders Agreement (as amended from time to time, this Agreement) is entered into as of February 6, 2017 by and among Wengen Alberta, Limited Partnership (the Company), Wengen Investments Limited, the general partner of the Company (the General Partner), Laureate Education, Inc., a public benefit corporation organized under the laws of Delaware (Laureate), Douglas L. Becker (Executive), the other parties appearing on the signature pages hereto and each other party who, in accordance with the terms of this Agreement, hereafter executes a separate agreement to be bound by the terms hereof. The parties listed on Appendix 1, and each other holder of Securities who, in accordance with the terms of this Agreement, hereafter executes a separate agreement to be bound by the terms hereof and is added to Appendix 1, are sometimes referred to herein collectively as the Securityholders and individually as a Securityholder. The parties listed on Appendix 2, and ea

Laureate Education – Form of Amended and Restated Securityholders Agreement Dated as of , 2017 Among Wengen Alberta, Limited Partnership Laureate Education, Inc. And the Other Parties Hereto (January 31st, 2017)

This Amended and Restated Securityholders Agreement (as amended from time to time, this Agreement) is entered into as of , 2017 by and among Wengen Alberta, Limited Partnership (the Company), Wengen Investments Limited, the general partner of the Company (the General Partner), Laureate Education, Inc., a public benefit corporation organized under the laws of Delaware (Laureate), Douglas L. Becker (Executive), the other parties appearing on the signature pages hereto and each other party who, in accordance with the terms of this Agreement, hereafter executes a separate agreement to be bound by the terms hereof. The parties listed on Appendix 1, and each other holder of Securities who, in accordance with the terms of this Agreement, hereafter executes a separate agreement to be bound by the terms hereof and is added to Appendix 1, are sometimes referred to herein collectively as the Securityholders and individually as a Securityholder. The parties listed on Appendix 2, and each oth

Presidio, Inc. – Form of Amended and Restated Securityholders Agreement (January 24th, 2017)

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this Agreement), dated as of [], 2017, by and among Presidio, Inc. (f/k/a Aegis Holdings, Inc.), a Delaware corporation (the Company), and each holder of Securities of the Company that is a party hereto or who may become party to this Agreement from time to time in accordance with the provisions herein (collectively, the Holders), amends and restates in its entirety the Securityholders Agreement, dated as of February 2, 2015 (the Original Agreement), by and among the Company and the Holders.

21st Century Oncology Holdings, Inc. – Third Amended and Restated Securityholders Agreement Dated as of September 9, 2016 by and Among (September 9th, 2016)

This Third Amended and Restated Securityholders Agreement (this Agreement) is entered into as of September 9, 2016 by and among (i) 21st Century Oncology Investments, LLC (f/k/a Radiation Therapy Investments, LLC), a Delaware limited liability company (the Company), (ii) 21st Century Oncology Holdings, Inc. (f/k/a Radiation Therapy Services Holding, Inc.), a Delaware corporation and a wholly-owned subsidiary of the Company (Holdings), (iii) Canada Pension Plan Investment Board, a Canadian federal crown corporation (CPPIB), (iv) Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (Vestar V), Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership (Vestar V-A), Vestar Executive V, L.P., a Cayman Islands exempted limited partnership, Vestar Holdings V, L.P., a Cayman Islands exempted limited partnership, Vestar/Radiation Therapy Investments, LLC, a Delaware limited liability company (Vestar/RTI), and any investment fund affiliated with V

Civitas Solutions, Inc. – Amendment to Amended and Restated Securityholders Agreement (September 17th, 2015)

THIS AMENDMENT TO AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this Amendment) is made as of [ ], 2015. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Amended and Restated Securityholders Agreement (as amended or modified from time to time in accordance with its terms, the Securityholders Agreement), dated as of September 16, 2014, by and among of NMH Investment, LLC, a Delaware limited liability company (the Company), Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership, Vestar/NMH Investors, LLC, a Delaware limited liability company, the parties identified as Employees on the signature pages thereto and the other parties signatory thereto.

Press Ganey Holdings, Inc. – Second Amended and Restated Securityholders Agreement Dated as of November 9, 2012 by and Among Pg Holdco, Llc and the Other Parties Hereto (April 6th, 2015)

This Second Amended and Restated Securityholders Agreement (this Agreement) is entered into as of November 9, 2012 by and among (i) PG Holdco, LLC, a Delaware limited liability company (the Company), (ii) Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (VCP), (iii) Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership (VCPA), (iv) Vestar Holdings V, L.P., a Cayman Islands exempted limited partnership (VH), (v) Vestar Executive V, L.P., a Cayman Islands exempted limited partnership (VE), (vi) Vestar/PGA Investors, LLC, a Delaware limited liability company (Vestar/PGA Investors and, together with VCP, VCPA, VH and VE, Vestar), (vii) parties to this Agreement who are identified as Co-Investors on the signature page hereto (each, a Co-Investor and, collectively, the Co-Investors), (viii) parties to this Agreement who are identified as Employees on the signature page hereto (each, an Employee and, collectively, the Employees), and (i

Press Ganey Holdings, Inc. – Second Amended and Restated Securityholders Agreement Dated as of November 9, 2012 by and Among Pg Holdco, Llc and the Other Parties Hereto (April 1st, 2015)

This Second Amended and Restated Securityholders Agreement (this Agreement) is entered into as of November 9, 2012 by and among (i) PG Holdco, LLC, a Delaware limited liability company (the Company), (ii) Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (VCP), (iii) Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership (VCPA), (iv) Vestar Holdings V, L.P., a Cayman Islands exempted limited partnership (VH), (v) Vestar Executive V, L.P., a Cayman Islands exempted limited partnership (VE), (vi) Vestar/PGA Investors, LLC, a Delaware limited liability company (Vestar/PGA Investors and, together with VCP, VCPA, VH and VE, Vestar), (vii) parties to this Agreement who are identified as Co-Investors on the signature page hereto (each, a Co-Investor and, collectively, the Co-Investors), (viii) parties to this Agreement who are identified as Employees on the signature page hereto (each, an Employee and, collectively, the Employees), and (i

21st Century Oncology Holdings, Inc. – Second Amended and Restated Securityholders Agreement Dated as of September 26, 2014 by and Among 21st Century Oncology Investments, Llc, 21st Century Oncology Holdings, Inc. And the Other Parties Hereto (September 26th, 2014)

This Second Amended and Restated Securityholders Agreement (this Agreement) is entered into as of September 26, 2014 by and among (i) 21st Century Oncology Investments, LLC (f/k/a Radiation Therapy Investments, LLC), a Delaware limited liability company (the Company), (ii) 21st Century Oncology Holdings, Inc. (f/k/a Radiation Therapy Services Holding, Inc.), a Delaware corporation and a wholly-owned subsidiary of the Company (Holdings), (iii) Canada Pension Plan Investment Board, a Canadian federal crown corporation (CPPIB), (iv) Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (Vestar V), Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership (Vestar V-A), Vestar Executive V, L.P., a Cayman Islands exempted limited partnership, Vestar Holdings V, L.P., a Cayman Islands exempted limited partnership, Vestar/Radiation Therapy Investments, LLC, a Delaware limited liability company (Vestar/RTI), and any investment fund affiliated with

Civitas Solutions, Inc. – Amended and Restated Securityholders Agreement Dated as of September [ ], 2014 Among Nmh Investment, Llc and the Other Parties Hereto (September 3rd, 2014)

This Amended and Restated Securityholders Agreement (this Agreement) is entered into as of September [ ], 2014 by and among (i) NMH Investment, LLC, a Delaware limited liability company (the Company), (ii) Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (VCP), (iii) Vestar/NMH Investors, LLC, a Delaware limited liability company (Vestar/NMH Investors and, together with VCP, Vestar), (iv) parties to this Agreement who are identified as Employees on the signature page hereto (each, an Employee and, collectively, the Employees), and (v) each other holder of Securities who hereafter executes a separate agreement to be bound by the terms hereof (Vestar, the Employees and each other Person that is or may become a party to this Agreement as contemplated hereby are sometimes referred to herein collectively as the Securityholders and individually as a Securityholder). Certain capitalized terms used herein are defined in Section 9.1.

21st Century Oncology Holdings, Inc. – AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT March [*], 2014 (May 7th, 2014)

The Company (as defined below) desires to approve, as of the Effective Date (as defined below) this Amendment No. 2 (this Amendment) to that certain Amended and Restated Securityholders Agreement of 21st Century Oncology Investments, LLC (formerly known as Radiation Therapy Investments, LLC) (the Company), dated as of March 25, 2008 (as amended, modified or supplemented from time to time, the Securityholders Agreement). All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Securityholders Agreement.

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and Among REALOGY HOLDINGS CORP. And the SECURITYHOLDERS That Are Parties Hereto DATED AS OF OCTOBER 10, 2012 (November 1st, 2012)

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of October 10, 2012 (this "Agreement"), by and among Realogy Holdings Corp., a Delaware corporation (the "Company"), and each of the parties set forth on the signature pages (each, a "Securityholder" and, collectively, the "Securityholders").

Realogy Holdings Corp. – FORM OF AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and Among REALOGY HOLDINGS CORP. And the SECURITYHOLDERS That Are Parties Hereto DATED AS OF , 2012 (September 28th, 2012)

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of , 2012 (this Agreement), by and among Realogy Holdings Corp., a Delaware corporation (the Company), and each of the parties set forth on the signature pages (each, a Securityholder and, collectively, the Securityholders).

21st Century Oncology Holdings, Inc. – Amendment No. 1 to the Second Amended and Restated Securityholders Agreement (June 15th, 2012)

The Company (as defined below) desires to approve, as of the Effective Date (as defined below) this Amendment No. 1 (this Amendment) to that certain Amended and Restated Securityholders Agreement of Radiation Therapy Investments, LLC (the Company), dated as of March 25, 2008 (as amended, modified or supplemented from time to time, the Securityholders Agreement). All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Securityholders Agreement.

Rib-X Pharmaceuticals – Fourth Amended and Restated Securityholders Agreement (November 25th, 2011)

THIS FOURTH AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (the Agreement) is made as of the 10th day of January 2011, by and among Rib-X Pharmaceuticals, Inc. (the Company), the parties listed on Schedule 1 hereto (the Founders), the parties listed on Schedule 2 hereto (the Other Stockholders and together with the Founders, the Common Stockholders), the parties listed on Schedule 3 hereto as Series A-L Stockholders (the Series A-L Holders), the parties listed on Schedule 3 hereto as Series A-1 Stockholders (the Series A-1 Holders), the parties listed on Schedule 3 hereto as Series B Stockholders (the Series B Holders), the parties listed on Schedule 3 hereto as Series C Stockholders (the Series C Holders), the parties listed on Schedule 4 hereto as Tier I Noteholders (the Tier I Noteholders), the parties listed on Schedule 4 hereto as Tier II Noteholders (the Tier II Noteholders), the parties listed on Schedule 4 hereto as Senior Noteholders (the Senior Noteholders, and together with

Diamond Resorts Corp – Fourth Amended and Restated Securityholders Agreement (July 26th, 2011)

This FOURTH AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT is dated as of July 21, 2011 by and among Diamond Resorts Parent, LLC, a Nevada limited liability company (the Company), Cloobeck Diamond Parent, LLC, a Nevada limited liability company, (CDP), 1818 Partners, LLC, a Nevada limited liability company (1818 Partners), DRP Holdco, LLC, a Delaware limited liability company (Guggenheim), the Silver Rock Entities (as defined below) and The Hartford Growth Opportunities Fund, Hartford Growth Opportunities HLS Fund, Quissett Investors (Bermuda) L.P., Quissett Partners, L.P., The Hartford Capital Appreciation Fund, Bay Pond Partners, L.P. and Bay Pond Investors (Bermuda) L.P. (each, a Wellington Purchaser and collectively, the Wellington Purchasers).

AKGI-St. Maarten N.V. – Third Amended and Restated Securityholders Agreement (May 2nd, 2011)

This THIRD AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT is dated as of February 18, 2011 by and among Diamond Resorts Parent, LLC, a Nevada limited liability company (the Company), Soros Strategic Partners LP, a Delaware limited partnership (Soros), DRP Holdco, LLC, a Delaware limited liability company (Guggenheim), each person identified as a New Purchaser on the signature pages hereto (each, a New Purchaser, and collectively, the New Purchasers) and Cloobeck Diamond Parent, LLC, a Nevada limited liability company (CDP).

Douglas Dynamics – SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT AMONG DOUGLAS DYNAMICS, INC. (Fka DOUGLAS DYNAMICS HOLDINGS, INC.) AND CERTAIN OF ITS STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS DATED AS OF MAY 4, 2010 (May 2nd, 2011)

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (the Amendment), dated as of May 4, 2010, is being entered into by and among Douglas Dynamics, Inc. (formerly known as Douglas Dynamics Holdings, Inc.), a Delaware corporation (the Company), Aurora Equity Partners II L.P., a Delaware limited partnership, Aurora Overseas Equity Partners II, L.P., a Cayman Islands exempt limited partnership, Ares Corporate Opportunities Fund, L.P., a Delaware limited partnership, the holders of a majority in voting interests of the Common Stock and Preferred Stock, voting together as a single class, held by the Securityholders, and each of the Class A Securityholders listed on Exhibit A. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and Among DOMUS HOLDINGS CORP. And the SECURITYHOLDERS That Are Parties Hereto DATED AS OF January 5, 2011 (March 4th, 2011)

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of January 5, 2010 (this Agreement), by and among Domus Holdings Corp., a Delaware corporation (the Company), and the Securityholders that are parties hereto (each, a Securityholder and, collectively, the Securityholders).

Radiation Therapy Svcs Inc – Amended and Restated Securityholders Agreement Dated as of March 25, 2008 by and Among Radiation Therapy Investments, Llc and the Other Parties Hereto (November 24th, 2010)

This Amended and Restated Securityholders Agreement (this Agreement) is entered into as of March 25, 2008 by and among (i) Radiation Therapy Investments, LLC, a Delaware limited liability company (the Company), (ii) Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (Vestar V), Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership (Vestar V-A), Vestar Executive V, L.P., a Cayman Islands exempted limited partnership, Vestar Holdings V, L.P., a Cayman Islands exempted limited partnership, Vestar/Radiation Therapy Investments, LLC, a Delaware limited liability company (Vestar/RTI), and any investment fund affiliated with Vestar Capital Partners V, L.P. that at any time acquires Securities and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (collectively, Vestar), (iii) parties to this Agreement who are identified as Employees on the signature page hereto (each, an Employee and, collectively,

Noranda Aluminum Holding Corp. – AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and Among NORANDA ALUMINUM HOLDING CORPORATION and the Other HOLDERS That Are Parties Hereto DATED AS OF MAY 19, 2010 (May 19th, 2010)

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of May 19, 2010 (this Agreement), by and among NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (the Company), and the HOLDERS that are parties hereto (the Holders, and together with the Company, the Parties), amends and restates that certain Amended and Restated Securityholders Agreement, dated as of October 23, 2007 (the Old Agreement), by and among the Parties.

Douglas Dynamics – SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT AMONG DOUGLAS DYNAMICS, INC. (Fka DOUGLAS DYNAMICS HOLDINGS, INC.) AND CERTAIN OF ITS STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS DATED AS OF [*], 2010 (April 30th, 2010)

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (the Amendment), dated as of [*], 2010, is being entered into by and among Douglas Dynamics, Inc. (formerly known as Douglas Dynamics Holdings, Inc.), a Delaware corporation (the Company), Aurora Equity Partners II L.P., a Delaware limited partnership, Aurora Overseas Equity Partners II, L.P., a Cayman Islands exempt limited partnership, Ares Corporate Opportunities Fund, L.P., a Delaware limited partnership, the holders of a majority in voting interests of the Common Stock and Preferred Stock, voting together as a single class, held by the Securityholders, and each of the Class A Securityholders listed on Exhibit A. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

Dynavox Inc – AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF APRIL 21, 2010 Among DYNAVOX INC., DYNAVOX SYSTEMS HOLDINGS LLC AND THE SECURITYHOLDERS PARTY HERETO (April 27th, 2010)

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT, dated as of April 21, 2010 (this Agreement), by and among DynaVox Inc., a Delaware corporation (the Corporation), DynaVox Systems Holdings LLC, a Delaware limited liability company (Holdings), Vestar Capital Partners IV, L.P., a Delaware limited partnership (VCP IV), VCD Investors LLC, a Delaware limited liability company (VCD Investors and, together with VCP IV, Vestar); Park Avenue Equity Partners, L.P., a Delaware limited partnership (Park Avenue) and each of the other holders of securities that is or may become a party to this Agreement (each, with the exception of Vestar Investors (as defined herein) and Park Avenue Investors (as defined herein), an Other Investor and, collectively, the Other Investors and, together with the Vestar Investors and the Park Avenue Investors, the Securityholders).

Noranda Aluminum Holding Corp. – AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and Among NORANDA ALUMINUM HOLDING CORPORATION and the Other HOLDERS That Are Parties Hereto DATED AS OF [], 2010 (April 26th, 2010)

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of [], 2010 (this Agreement), by and among NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (the Company), and the HOLDERS that are parties hereto (the Holders, and together with the Company, the Parties), amends and restates that certain Amended and Restated Securityholders Agreement, dated as of October 23, 2007 (the Old Agreement), by and among the Parties.

Douglas Dynamics – Douglas Dynamics, Inc. Amended and Restated 2004 Stock Incentive Plan Amended and Restated Non-Qualified Option Agreement (April 20th, 2010)

This Amended and Restated Non-Qualified Stock Option Agreement (Agreement) is made and entered into as of , 2010 by and between Douglas Dynamics, Inc., a Delaware corporation (the Company), and the person named below as Optionee.

Dynavox Inc – AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF , 2010 Among DYNAVOX INC., DYNAVOX SYSTEMS HOLDINGS LLC AND THE SECURITYHOLDERS PARTY HERETO (April 8th, 2010)

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT, dated as of , 2010 (this Agreement), by and among DynaVox Inc., a Delaware corporation (the Corporation), DynaVox Systems Holdings LLC, a Delaware limited liability company (Holdings), Vestar Capital Partners IV, L.P., a Delaware limited partnership (VCP IV), VCD Investors LLC, a Delaware limited liability company (VCD Investors and, together with VCP IV, Vestar); Park Avenue Equity Partners, L.P., a Delaware limited partnership (Park Avenue) and each of the other holders of securities that is or may become a party to this Agreement (each, with the exception of Vestar Investors (as defined herein) and Park Avenue Investors (as defined herein), an Other Investor and, collectively, the Other Investors and, together with the Vestar Investors and the Park Avenue Investors, the Securityholders).

Dynavox Inc – AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF , 2010 Among DYNAVOX INC., DYNAVOX SYSTEMS HOLDINGS LLC AND THE SECURITYHOLDERS PARTY HERETO (March 19th, 2010)

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT, dated as of , 2010 (this Agreement), by and among DynaVox Inc., a Delaware corporation (the Corporation), DynaVox Systems Holdings LLC, a Delaware limited liability company (Holdings), Vestar Capital Partners IV, L.P., a Delaware limited partnership (VCP IV), VCD Investors LLC, a Delaware limited liability company (VCD Investors and, together with VCP IV, Vestar); Park Avenue Equity Partners, L.P., a Delaware limited partnership (Park Avenue) and each of the other holders of securities that is or may become a party to this Agreement (each, with the exception of Vestar Investors (as defined herein) and Park Avenue Investors (as defined herein), an Other Investor and, collectively, the Other Investors and, together with the Vestar Investors and the Park Avenue Investors, the Securityholders).

Douglas Dynamics – SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT AMONG DOUGLAS DYNAMICS HOLDINGS, INC. AND CERTAIN OF ITS STOCKHOLDERS, OPTIONHOLDERS AND WARRANTHOLDERS June 30, 2004 (March 8th, 2010)

This Second Amended and Restated Securityholders Agreement (the Agreement) is made and entered into as of June 30, 2004, by and among (a) Douglas Dynamics Holdings, Inc., a Delaware corporation (together with its permitted successors, the Company), (b) each of the stockholders, optionholders and warrantholders of the Company whose names and addresses are listed on Exhibit A hereto, as the same may be supplemented or amended from time to time (collectively, the Class A Securityholders, which term shall include any Permitted Transferees thereof), (c) each of the stockholders of the Company whose names and addresses are listed on Exhibit B hereto, as the same may be supplemented or amended from time to time (collectively, the Class B Securityholders, which term shall include any Permitted Transferees thereof) and (d) each of the stockholders of the Company whose names and addresses are listed on Exhibit C hereto, as the same may be supplemented or amended from time to time (collectively,

Douglas Dynamics – First Amendment to Second Amended and Restated Securityholders Agreement Among Douglas Dynamics Holdings, Inc. And Certain of Its Stockholders, Optionholders and Warrantholders Dated as of June 30, 2004 (March 8th, 2010)

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (the Amendment), dated as of December 27, 2004, is being entered into by and among Douglas Dynamics Holdings, Inc., a Delaware corporation (the Company), Aurora Industrial Holdings LLC, a Delaware limited liability company, Ares Corporate Opportunities Fund, L.P., a Delaware limited partnership, and the holders of a majority in voting interests of the Common Stock and Preferred Stock, voting together as a single class, held by the Securityholders. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

Sensata Technologies Holding N.V. – First Amended and Restated Securityholders Agreement (February 12th, 2010)

This FIRST AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this Agreement) is made as of March [ ], 2010 by and among (i) Sensata Investment Company S.C.A., a societe en commandite par actions organized under the laws of the Grand Duchy of Luxembourg (the Company), (ii) Sensata Technologies Holding N.V. (f/k/a Sensata Technologies Holding B.V.), a public limited liability company incorporated under the laws of the Netherlands (the Dutchco), (iii) Sensata Management Company S.A., a societe anonyme organized under the laws of the Grand Duchy of Luxembourg (Parent), (iv) funds managed by Bain Capital Partners, LLC or its Affiliates that are listed on the signature pages hereto (collectively, Bain), (v) Asia Opportunity Fund II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (AOF II), and (vi) AOF II Employee Co-Invest Fund, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (AOF Employee Fund and together with AOF II, CC

Second Amended and Restated Securityholders Agreement (January 19th, 2010)

THIS AGREEMENT is made as of the 30th day of June, 2009 by IESI-BFC Ltd., a corporation amalgamated under the laws of the Province of Ontario (the Corporation), IESI-BFC Holdings Inc.., a corporation incorporated under the laws of Canada (Newco), and IESI Corporation, a corporation formed under the laws of the State of Delaware (IESI), as trustee on behalf of the IESI Owners as described in Section 5.1.

Second Amended and Restated Securityholders Agreement (December 31st, 2009)

THIS SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this Agreement) is dated as of August 27, 2009 by and among XStream Systems, Inc., a Delaware corporation (the Corporation), each of the Persons set forth on Exhibit A attached hereto and each other holder of Securities (as hereinafter defined) that may hereafter become bound by the terms of this Agreement (each a Securityholder and collectively, the Securityholders).